1
Exhibit 10.7
FORM OF
EMPLOYEE BENEFITS ALLOCATION AGREEMENT
EMPLOYEE BENEFITS ALLOCATION AGREEMENT (this "Agreement"), dated as
of ____________, 1998, is between American Banknote Corporation ("Parent"), a
Delaware corporation, and American Bank Note Holographics, Inc. ("ABNH"), a
Delaware corporation.
WHEREAS, Parent, a public company whose common shares are traded on
the New York Stock Exchange, directly owns 100% of the issued and outstanding
shares of common stock of ABNH;
WHEREAS, the Board of Directors of Parent has determined that it is
appropriate and desirable for Parent to sell for its account by means of an
initial public offering by ABNH of all of the shares of ABNH common stock owned
by Parent (the "IPO") pursuant to a Registration Statement on Form S-1 (File No.
333-51845) initially filed by ABNH with the SEC on May 5, 1998, as amended
through the date hereof;
WHEREAS, the parties hereto have determined that it is necessary and
desirable to make certain agreements regarding employee benefit plans and
related matters in connection with the IPO;
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS; HEADINGS
SECTION 1 - DEFINITIONS. As used in this Agreement, the following
terms shall have the following meanings, unless a different meaning clearly is
required by the context:
(a) "Action" or "Claim" means any "Third-party Claim" as defined in
the Separation Agreement, together with any assessment of, or claim for, taxes
or a statutory penalty. For purposes hereof, the term "Action" or "Claim" always
is deemed to include, but is not limited to, a Qualification or ERISA Claim.
2
(b) "Closing Date" means the Closing Date as defined in the
Separation Agreement.
(c) "COBRA" means the continuation health coverage required under
Section 4980B of the Code and Sections 601 to 607 of ERISA, and any successor
provisions thereto.
(d) "Code" means the Internal Revenue Code of 1986, as amended, and
any predecessor or successor thereto.
(e) "Employee" or "Active Employee" means an individual maintained
on an entity's payroll system (including, but not limited to, an individual on
approved leave of absence and an individual in receipt of or entitled to
worker's compensation or employer-provided long term disability benefits) and,
to the extent required by the context, such an individual's dependents and
beneficiaries.
(f) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
(g) "Filing" means the requirement to timely file a form related to
an employee benefit plan, including but not limited to Internal Revenue Service
("IRS") Form 5500; to timely distribute a notice related to an employee benefit
plan, including, but not limited to, a COBRA notice or a summary plan
description; and to timely pay a fee or premium.
(h) "IPO" means the initial public offering described in the
recitals to this Agreement.
(i) "Separation Agreement" means the Separation Agreement of even
date herewith between Parent and ABNH.
(j) "Policy Claim" means a routine claim for benefits under a
medical, dental, disability or group life insurance program.
(k) "Qualification" or "ERISA Claim" means any Action or Claim
arising from, or related to, the failure of a benefit plan that is intended to
be tax-qualified under the provisions of Section 401(a), et seq., of the Code to
satisfy the requirements for qualification, in form or in operation; any Action
or Claim arising from, or related to, the failure of an employee benefit plan to
comply with applicable requirements of ERISA (including, for this purpose,
Section 4975 of the Code)or the terms of such plan; and any Action or Claim
arising from, or related to, the failure to make a Filing.
-2-
3
SECTION 2 - HEADINGS. The headings in this Agreement are for
convenience of reference only and are not to be construed as a part of the
Agreement.
ARTICLE II
DEFINED CONTRIBUTION 401(K) PLAN
SECTION 1 - IDENTIFICATION OF EXISTING PLAN. The American Banknote
Corporation Employees' Retirement Plan (the "American Banknote Corporation
401(k) Plan") is maintained in the United States for eligible employees and
former employees of Parent and its related participating employers.
SECTION 2 - CONTRIBUTIONS. As soon as practicable after the
Closing Date, and in any event within the period prescribed by applicable
statute or regulation, ABNH shall contribute to the American Banknote
Corporation 401(k) Plan any contributions required to be made under such plan on
behalf of participants who are employees of ABNH based on their compensation for
the period up to the Closing Date.
SECTION 3 - ESTABLISHMENT OF NEW 401(K) PLAN AND ASSET TRANSFER. On
or before the Closing Date, ABNH shall adopt a defined contribution plan
substantially in the form attached hereto as Schedule 13-1, and a similar plan
for its union employees. Each such plan (the "American Bank Note Holographics,
Inc. 401(k) Plan") shall be effective for compensation earned after the Closing
Date. At such administratively feasible date following the Closing Date as is
determined by Parent, there shall be a transfer from the American Banknote
Corporation 401(k) Plan to the corresponding American Bank Note Holographics,
Inc. 401(k) Plan of the account balances of individuals who were participants in
the American Banknote Corporation 401(k) Plan and who are eligible to become
participants in the American Bank Note Holographics, Inc. 401(k) Plan. Such
transfers may be made in cash or in kind or in a combination of both, in
Parent's sole discretion. Prior to such transfer, Parent shall continue to
administer the American Banknote Corporation 401(k) Plan in the interests of
such participants as well as all other participants in the American Banknote
Corporation 401(k) Plan. It shall be provided that no further 401(k) employee
contributions shall be made by or on behalf of a participant who is or is
scheduled to become an active employee of ABNH as of the Closing Date after the
final deposit with respect to payroll prior to the Closing Date; and provided
further, that loans, investment fund transfers and distributions shall be
suspended for such reasonable period as may be necessary as a result of such
transfer.
SECTION 4 - ALLOCATION OF RESPONSIBILITIES. ABNH shall be solely
responsible for all Filings for, and the defense of any Claim with respect to,
the plan adopted by it pursuant to Article II and Parent shall be solely
responsible for all Filings for,
-3-
4
and the defense of any Claim with respect to, the American Banknote
Corporation 401(k) Plan.
ARTICLE III
MEDICAL, DENTAL, DISABILITY AND GROUP LIFE INSURANCE BENEFITS
ABNH shall establish as soon as administratively feasible on or
after the Closing Date, and in any event on or before ____________, 1998,
medical, dental, disability and group life insurance (which includes life and
accidental death and dismemberment benefits) programs for the benefit of ABNH's
active employees that provide coverage to such employees that is substantially
similar to the coverage provided for such active employees immediately prior
thereto, including coverage without any pre-existing condition limitation for
individuals currently covered under Parent's programs and credit for annual
out-of-pocket expenses that had been satisfied or paid by such employees under
similar programs maintained by Parent prior to the Closing Date (but excluding
any post-retirement medical benefits except as required by COBRA). ABNH shall be
solely responsible for all Filings and Policy Claims for the programs
established by it pursuant to this Article III, and Parent shall be solely
responsible for all Filings and, to the extent consistent with the terms of the
programs sponsored by Parent, Policy Claims and the defense (including the
settlement or payment) of all medical, dental, disability and group life
insurance Claims made by a covered participant or his or her beneficiary
relating to events that occurred prior to the close of business on the Closing
Date under an insurance program sponsored by Parent; provided that ABNH shall
continue to bear the expense of providing benefits with respect to its employees
who participated in programs maintained by Parent with respect to periods prior
to the Closing Date in accordance with agreements, understandings and practices
in effect prior to the Closing Date. Parent will hold ABNH harmless against any
claim made against it arising out of any failure by ABNH to administer any such
program maintained by Parent in accordance with its terms and applicable law,
but ABNH shall remain responsible for all contributions and benefits properly
payable with respect to its employees; provided, however, that Parent shall be
solely responsible for retiree medical coverage of employees who retired from
ABNH prior to the Closing Date or had qualified for such coverage prior to the
Closing Date and thereafter retire. No other current or former employee of ABNH
shall have any right to retiree medical coverage under any plan maintained by
Parent and/or ABNH prior to the Closing Date. ABNH shall be solely responsible
for all Filings and Policy Claims made by a covered participant who is an ABNH
employee or his or her beneficiary relating to events that occur after the close
of business on the Closing Date under an insurance program sponsored by Parent
but prior to the establishment of ABNH's programs pursuant to this Article III
-4-
5
(provided, however, that Parent shall use its reasonable efforts to administer
such Claims), and ABNH shall pay to Parent the proportionate share of premiums
under such programs relating to periods after the Closing Date and prior to the
establishment of ABNH's programs for such ABNH employees and related
beneficiaries. ABNH shall cooperate with Parent in any manner reasonably
requested by Parent or its employees or agents to enable Parent to complete such
Filings and handle such Policy Claims. In addition, ABNH shall reimburse Parent
for any costs or expenses incurred by Parent in connection with such programs
that properly are allocable to ABNH (which shall specifically exclude any
increased premiums incurred by Parent as a result of the demographic shift in
the insured population as a result of ABNH employees being removed from such
programs). For purposes of this Article III, the relevant "event" shall be, in
the case of medical and dental programs, the incurring of the expense for
covered services, and in the case of disability or life insurance, the incurring
of disability or death, as the case may be. Retired ABNH employees who are
covered under Parent's retiree medical plan on the Closing Date, shall continue
to be covered under Parent's retiree medical plan, in accordance with such
plan's terms as they may be amended from time to time. ABNH employees who are
eligible for coverage under Parent's retiree medical plan on the Closing Date,
may enroll in Parent's retiree medical plan when they terminate service with
ABNH (in accordance with such plan's terms as they may be amended from time to
time). No ABNH employee shall be covered under Parent's medical plan or become
eligible for coverage under Parent's retiree medical plan after the Closing
Date. Parent will amend its retiree medical plan to comport with the provisions
of this paragraph.
ARTICLE IV
SEVERANCE PAY; VACATION PAY
SECTION 1 - SEVERANCE PAY. Although the parties are of the belief
that the IPO does not necessarily give rise to the payment of severance pay (or
salary continuation, unemployment compensation or similar pay), in the event
that on or after the close of business on the Closing Date, a Claim for any such
pay is made by an employee of ABNH, the defense of such Claim, as well as any
payment or settlement of such Claim, shall be solely the responsibility of ABNH.
SECTION 2 - VACATION PAY. Effective as of the close of business on
the Closing Date, ABNH shall continue in effect any vacation pay plans
maintained for the benefit of their employees immediately prior thereto. In the
event that on or after the close of business on the Closing Date, a Claim for
vacation pay is made by an employee of ABNH, the defense of such Claim, as well
as any payment or settlement of such Claim, shall be solely the responsibility
of ABNH.
ARTICLE V
CAFETERIA PLAN
ABNH shall adopt cafeteria plan documents in a form furnished to
ABNH with respect to the ABNH employees who, prior to the Closing Date, were
eligible and/or participating in the American Banknote Corporation Cafeteria
Plan that provided for the pre-tax payment of medical and dental insurance
premiums. The plan set forth in such document ("American Bank Note Holographics,
Inc. Cafeteria Plan") shall become effective as
-5-
6
soon as administratively feasible after the Closing Date and in no event later
than ____________, 1998.
ARTICLE VI
EMPLOYMENT; EMPLOYMENT RELATED MATTERS; OTHER BENEFITS
SECTION 1 - EMPLOYMENT. Effective as of the close of business on the
Closing Date, ABNH shall continue to employ all individuals who were employees
of ABNH as a wholly-owned subsidiary of Parent immediately prior thereto.
Nothing herein shall be construed to be a guarantee of employment, and ABNH may
terminate an individual's employment or adjust such individual's compensation at
any time and for any reason.
SECTION 2 - EMPLOYMENT RELATED MATTERS. ABNH shall be solely
responsible for the defense of any Claim made by, on behalf of, or with respect
to, (i) any employee thereof, (ii) any former employee of ABNH, or (iii) any
individual described in Section 1 hereof, including the settlement or payment of
such a Claim, that arises after the Closing Date out of, or relates to, such
individual's employment with (or failure to be employed by) ABNH or an employee
benefit matter that is not covered elsewhere by the terms of this Agreement.
Such Claims include, but are not limited to, employment discrimination,
harassment, wrongful discharge and COBRA Claims.
SECTION 3 - DEFINED BENEFIT PLAN. Parent shall be solely responsible
for any contributions that may be required after the Closing Date under the
American Banknote Corporation Retirement Plan (a defined benefit plan) with
respect to service prior to the Closing Date or that may be required in order to
effect the termination of such plan.
SECTION 4 - OTHER BENEFITS. Except as otherwise expressly provided
in this Agreement, ABNH shall be solely responsible for the provision of all
employee benefits arising after the Closing Date to its employees and former
employees and for any Filings arising after the Closing Date and the defense of
any Claim arising after the Closing Date, including any settlement or payment of
such Claim, related to any such benefit provided by it or the failure after the
Closing Date to provide or maintain any particular benefit. In particular,
without limitation, ABNH shall promptly reimburse Parent for the full amount of
any payment which is due or becomes due on or after the Closing Date, pursuant
to Parent's long-term management incentive plan, to any officer or other
Employee of ABNH.
ARTICLE VII
CERTAIN BENEFITS ADMINISTRATION MATTERS
SECTION 1 - PURPOSE; RELATIONSHIP TO SEPARATION AGREEMENT. The
Separation Agreement provides that Parent shall consult with ABNH with respect
to employee benefits and certain
-6-
7
related matters. The purpose of this Article VII is to bind the parties to share
in certain employee benefits responsibilities that are necessary or appropriate
in view of other agreements reached herein and the fact that, for a portion of
1998, the parties are members of a controlled group of corporations, within the
meaning of Section 414(b) of the Code. To the extent inconsistent, the
provisions hereof override the provisions of the Separation Agreement.
SECTION 2 - APPLICATION FOR DETERMINATION. ABNH shall (a) file the
application for determination with the IRS with respect to each newly adopted
Code Section 401(k) plan described in Article II and (b) make all amendments
that the Internal Revenue Service may require as a condition to issuing such
letter and to continue the qualification of such plan, and (c) operate such plan
so as to maintain such qualification (including, if applicable, taking
corrective action that might be required in the event that it were determined
that operating defects existed with respect to any plan which would require
corrective action in order to maintain the qualification of the plan, in
accordance with the Internal Revenue Service policies and procedures with
respect to avoiding the disqualification of the plans on account of operating
defects).
SECTION 3 - DISCRIMINATION TESTING; DISTRIBUTIONS. ABNH shall supply
to Parent within sixty (60) days of a request from Parent all information
reasonably requested by Parent to undertake discrimination testing under
Sections 401(a)(4), 401(k), 401(m), and 410(b) of the Code (or other applicable
sections of the Code) for the portion of 1998 during which the parties were
members of a controlled group of corporations within the meaning of Section
414(b) of the Code. Parent shall share the discrimination test findings with
ABNH, to the extent relevant to ABNH. At such times as are determined by Parent,
ABNH shall make distributions from their employee benefit plan to their
employees or take other corrective actions determined by Parent upon notice from
Parent to ABNH that such distributions or other actions are necessary to satisfy
any discrimination test for the portion of 1998 during which the parties were
members of a controlled group of corporations. Nothing herein shall be construed
to require Parent to undertake discrimination testing for any period after the
Closing Date on ABNH's behalf.
SECTION 4 - COOPERATION WITH RESPECT TO PLAN ADMINISTRATION. Parent
and ABNH shall cooperate with each other, and shall provide, or cause to be
provided, to each other information reasonably requested within sixty (60) days
of the request, in order to efficiently administer and account properly for the
employee benefit plans maintained by them and the
-7-
8
undertakings contemplated herein, including for example, but not limited to,
information necessary to effectuate the provisions of Article II, Section 3
hereof, and this Article VII.
SECTION 5 - OTHER MATTERS. Except as otherwise provided in this
Agreement, unless requested by ABNH and agreed to by Parent, or unless initiated
by Parent and agreed to by ABNH, Parent shall not be responsible for employee
benefits matters affecting ABNH's employees or former employees or their
beneficiaries.
SECTION 6 - EXTENT OF PARENT'S RESPONSIBILITY. The employee benefit
services provided to ABNH by Parent pursuant to this Article VII and the
Separation Agreement are ministerial and are for the sake of administrative
convenience only. In providing such services, Parent shall not be responsible
for the accuracy, completeness or timeliness of any advice or service or any
return, report, filing or other document that it provides, prepares or assists
in preparing except to the extent that any inaccuracy, incompleteness or
untimeliness arises solely from Parent's gross negligence or willful misconduct.
The parties expressly acknowledge that with respect to any employee benefit plan
or arrangement established, maintained, or assumed by ABNH, neither Parent nor
any of its directors, officers, employees, agents and affiliates (and the heirs,
executors, successors and assigns of any of the foregoing) is or shall be a
fiduciary for any period after the Closing Date. In accordance with the
indemnification provisions of Article VIII, ABNH shall indemnify, defend and
hold harmless Parent and its directors, officers, employees, agents and
affiliates (and the heirs, executors, successors and assigns of any of the
foregoing) from and against any matter arising out of, or due to, an allegation
or determination that Parent or any other person specified herein is a fiduciary
or has fiduciary responsibility with respect to any such employee benefit plan
or arrangement for any action arising after the Closing Date.
SECTION 7 - COMMON PROJECTS. The parties acknowledge that certain
employee benefit arrangements and responsibilities including, but not limited
to, discrimination testing, may involve a commonality of interests and,
accordingly, of projects and necessary services. To the extent that such common
projects are performed by Parent and Parent cannot ascertain the precise amount
of time spent in providing services to a particular party, its fees and expenses
(the amount of which shall be determined under the Separation Agreement) shall
be apportioned on an equitable basis between Parent and ABNH. In general, the
total fees and expenses for any such common project shall be divided evenly
between Parent and ABNH unless Parent determines and ABNH agrees that, due to
such factors as the amount and complexity of the data involved, a different
apportionment is more equitable.
-8-
9
SECTION 8 - OUTSIDE CONSULTANTS. The parties acknowledge that the
employee benefit arrangements made by them pursuant to this Agreement including,
but not limited to, this Article VII, may require the services of outside
consultants including, for example, attorneys and accountants. The parties shall
attempt to negotiate separate fee arrangements with outside consulting, legal
and accounting firms, even though some firms' services may relate to projects
common to both parties. However if, notwithstanding the foregoing, Parent
receives an invoice from such a firm that clearly relates to such a common
project, Parent, with ABNH's consent and assistance, shall apportion on an
equitable basis the firm's fees and expenses between the affected parties and
xxxx each affected party accordingly. In general, the total fees and expenses
reflected on the invoice shall be divided proportionately between Parent and
ABNH based on the relative number of participants invoices unless Parent
determines that, due to such factors as the amount and complexity of the data
involved, a different apportionment is more equitable.
SECTION 9 - EXECUTIVE COMPENSATION. All executive compensation
arrangements have been addressed outside of this Agreement.
ARTICLE VIII
INDEMNIFICATION
SECTION 1 - GENERAL. The party hereto to whom certain
responsibilities and liabilities have been allocated hereunder (the
"Indemnifying Party") shall indemnify, defend and hold harmless the other party
(the "Indemnitee"), including the Indemnitee's respective directors, officers,
employees, agents and affiliates (and the heirs, executors, successors and
assigns of any of the foregoing) from and against any and all losses,
liabilities, claims, damages, obligations, payments, costs and expenses, matured
or unmatured, absolute or contingent, accrued or unaccrued, liquidated or
unliquidated, known or unknown (including, without limitation, the costs and
expenses of any and all Actions, threatened Actions, demands, assessments,
judgments, settlements and compromises relating thereto and attorneys' fees and
any and all expenses whatsoever reasonably incurred in investigating, preparing
or defending against any such Actions or threatened Actions) arising out of or
due to the failure or alleged failure of the Indemnifying Party to pay, perform
or otherwise discharge in due course any of its responsibilities or liabilities.
SECTION 2 - INDEMNIFICATION OF FIDUCIARIES. Parent (directly or
through one or more subsidiaries) shall indemnify, defend and hold harmless each
individual who is both an employee of Parent or ABNH and a trustee or other
fiduciary of an employee benefit plan (and his heirs, executors, successors and
assigns)
-9-
10
from and against any and all losses, liabilities, claims, damages, obligations,
payments, costs and expenses, matured or unmatured, absolute or contingent,
accrued or unaccrued, liquidated or unliquidated, known or unknown (including,
without limitation, the costs and expenses of any and all Actions, threatened
Actions, demands, assessments, judgments, settlements and compromises relating
thereto and attorneys' fees and any and all expenses whatsoever reasonably
incurred in investigating, preparing or defending against any such Actions or
threatened Actions) directly arising out of, or directly related to, the plan
transfer contemplated by Article II hereof.
SECTION 3 - LIMITATIONS ON, AND PROCEDURES FOR, INDEMNIFICATION. The
limitations on, and procedures for, indemnification set forth in the Separation
Agreement are incorporated herein by reference.
ARTICLE IX
MISCELLANEOUS
SECTION 1 - COMPLETE AGREEMENT; CONSTRUCTION. This Agreement, and
the agreements and documents (including the understandings and practices
referred to in Article III) referred to herein, shall constitute the entire
agreement between the parties with respect to the subject matter hereof and
shall supersede all previous negotiations, commitments and writings with respect
to such subject matter. Notwithstanding any other provisions in this Agreement
or the Separation Agreement to the contrary, in the event and to the extent that
there shall be a conflict between the provisions of the Separation Agreement and
this Agreement, the provisions of this Agreement shall control.
SECTION 2 - EXPENSES. Except as otherwise set forth in this
Agreement, each party hereto shall pay its respective costs and expenses in
connection with the preparation, execution, delivery and implementation of this
Agreement and with the consummation of the transactions contemplated by this
Agreement.
SECTION 3 - GOVERNING LAW. Subject to applicable federal law, this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the principles of conflicts of laws
thereof.
SECTION 4 - NOTICES. All notices and other communications hereunder
shall be in writing and shall be delivered by hand or mailed by registered or
certified mail (return receipt requested) to the parties at the following
addresses (or at such other addresses for a party as shall be specified by like
notice) and shall be deemed given on the date on which such notice is received:
-10-
11
If to Parent, to: Secretary
American Banknote Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
If to ABNH, to: Secretary
American Bank Note
Holographics, Inc.
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
SECTION 5 - AMENDMENTS. This Agreement may not be modified or
amended except by an agreement in writing signed by the parties hereto.
SECTION 6 - SUCCESSORS AND ASSIGNS. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
and their respective successors and permitted assigns.
SECTION 7 - TERMINATION. This Agreement may be terminated in the
event that the Separation Agreement is terminated and the IPO abandoned prior to
the Closing Date. In the event of such termination, no party shall have any
liability of any kind to the other party.
SECTION 8 - NO THIRD PARTY BENEFICIARIES. Except as provided in
Section 2 of Article VIII ("Indemnification of Fiduciaries"), this Agreement is
solely for the benefit of the parties hereto and their respective subsidiaries
and shall not be deemed to confer upon third parties including, but not limited
to, employees, any remedy, claim, liability, reimbursement, claim of action or
other right in excess of those existing without reference to this Agreement.
SECTION 9 - LEGAL ENFORCEABILITY. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
SECTION 10 - SATISFACTION OF CERTAIN CLAIMS. Notwithstanding any
other provision of this Agreement, in the event that a Claim relating to any
employee benefit plan or arrangement described in this agreement is successfully
made by a person who is not a party hereto (or a subsidiary or affiliate
thereof) and Parent or, with respect to any plan or arrangement
-11-
12
maintained by ABNH, ABNH determines that such Claim may be satisfied from assets
of such plan or arrangement, the Claim, at Parent's or, if applicable, ABNH's
discretion, may be satisfied from such assets.
SECTION 11 - FURTHER ASSURANCES. The parties hereto agree to execute
such documents and assurances as are necessary or appropriate to give effect to
the terms and conditions of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
-12-
13
IN WITNESS WHEREOF, the parties, acting through their duly
authorized officers, have caused this Agreement to be duly executed as of the
day and year first above written.
AMERICAN BANKNOTE CORPORATION
By:_______________________________
Name:
Title:
AMERICAN BANK NOTE HOLOGRAPHICS, INC.
By:_______________________________
Name:
Title:
-13-
